A novel Confocal Modulation System is proposed that conveniently attaches to almost any conventional microscope and converts it into a confocal microscope having innovations and capabilities not available together in current confocal microscopes. The specific aims of this proposal are to model, build, and test the crucial optical sub-components of the invention for use in modeling and testing overall system feasibility. Modeling methodologies will include optical ray-tracing, analysis of point-spread functions, and aberration analysis. The models will require photometric measurements of aberrations and stray-light for the constructed sub-components. The system is intended for commercial sale to biomedical research laboratories and universities. It potentially enables new studies of synaptic activity, cell proliferation and metastasis, kidney trouble function, and intracellular kinetics, to name a few, because it offers the following novel advantages: 1) User-selectable, high-speed imaging (up to 1000 frames/sec), 2) Choice of reflection, fluorescence, and emmission confocal imaging, 3) User can selectively illuminate and image from partial view fields, 4) Image acquisition and processing can be completely gated and controlled by computer. The system can use white light or laser illumination, has no moving parts, and can automatically compensate for field distortion.